NRG Yield, Inc. (NYSE:NYLD, NYLD.A) (“NRG Yield” or “the Company”)
intends to commence an offering of $250 million in aggregate principal
amount of its convertible senior notes due 2020 (the “Notes”). NRG Yield
also expects to grant the underwriters a 30 day option to purchase up to
an additional $37.5 million in aggregate principal amount of Notes. The
Notes will be convertible, under certain circumstances, into cash,
shares of NRG Yield’s Class C common stock or a combination thereof at
NRG Yield’s election, at a price to be determined. The Notes will be
fully and unconditionally guaranteed on a senior basis by NRG Yield LLC
and NRG Yield Operating LLC (“Yield Operating LLC”), the direct and
indirect subsidiaries of the Company, respectively. NRG Yield will lend
the net proceeds from this offering to Yield Operating LLC, and Yield
Operating LLC intends to use a portion of the proceeds to repay
outstanding indebtedness under the revolving credit facility and a
portion of the project indebtedness associated with the Company’s Alta X
and Alta XI wind facilities. Any remaining proceeds will be used for
general corporate purposes, including the acquisition of assets from NRG
Energy, Inc. or other third parties, although NRG Yield does not
currently have any agreements to do so in place.
Goldman, Sachs & Co., RBC Capital Markets, LLC, BofA Merrill Lynch,
Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley
& Co. LLC will act as the joint book-running managers for the offering.
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P.
Morgan Securities LLC, KeyBanc Capital Markets Inc. and Mitsubishi UFJ
Securities (USA), Inc. will act as co-managers for the offering.
The notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). The notes and related
guarantees have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements. This notice does not constitute an offer
to sell the notes, nor a solicitation for an offer to purchase the notes.
Safe Harbor Disclosure
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements are
subject to certain risks, uncertainties and assumptions and include NRG
Yield’s expectations regarding the anticipated benefits of the
acquisition of Desert Sunlight and typically can be identified by the
use of words such as “expect,” “estimate,” “anticipate,” “forecast,”
“plan,” “believe” and similar terms. Although NRG Yield believes that
its expectations are reasonable, it can give no assurance that these
expectations will prove to have been correct, and actual results may
vary materially. Factors that could cause actual results to differ
materially from those contemplated above include, among others, general
economic conditions, hazards customary in the power industry, weather
conditions, competition in wholesale power markets, the volatility of
energy and fuel prices, failure of customers to perform under contracts,
changes in the wholesale power markets, changes in government regulation
of markets, the condition of capital markets generally, our ability to
access capital markets, unanticipated outages at our generation
facilities, adverse results in current and future litigation, failure to
successfully close the Desert Sunlight acquisition (including receipt of
third party consents and regulatory approvals), failure to identify or
successfully execute other acquisitions, NRG Yield’s ability to enter
into new contracts as existing contracts expire, NRG Yield’s ability to
acquire assets from NRG Energy, Inc. or third parties, NRG Yield’s
ability to close drop-down transactions, and NRG Yield’s ability to
maintain and grow its quarterly dividends.
NRG Yield undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors that could
cause NRG Yield’s actual results to differ materially from those
contemplated in the forward-looking statements included in this news
release should be considered in connection with information regarding
risks and uncertainties that may affect NRG Yield’s future results
included in NRG Yield’s filings with the Securities and Exchange
Commission.
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